UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 21, 2011
Nara Bancorp, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 000-50245 | 95-4170121 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 3731 Wilshire Boulevard, Suite 1000, Los Angeles, CA |
90010 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (213) 639-1700
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.07. Submission of Matters to a Vote of Security Holders
Nara Bancorp’s (the “Company’s”) annual meeting of stockholders was held on September 21, 2011, at which time shareholders voted on the following items:
| (1) | adoption and approval of the Agreement and Plan of Merger, dated December 9, 2010, as amended (the “Merger Agreement”), providing for the merger of Center Financial Corporation with and into the Company as described in the proxy statement for the meeting; |
| (2) | election of directors; |
| (3) | approval of an amendment to the certificate of incorporation of the Company to increase the authorized number of shares of common stock to 150,000,000 shares; |
| (4) | ratification of the selection of Crowe Horwath LLP as our independent registered public accounting firm for the year ending December 31, 2011; |
| (5) | approval, on an advisory and nonbinding basis, of the compensation paid to our “named executive officers” as described in the proxy statement for the meeting; and |
| (6) | adjournment of the meeting if necessary or appropriate in the judgment of our board of directors to solicit additional proxies or votes in favor of the above proposals to be presented at the meeting. |
Proxies were solicited by the Company’s management pursuant to Section14 of the Securities Exchange Act of 1934, as amended.
A total of 33,153,267 shares were represented and eligible to vote at the meeting, constituting approximately 87% of the 38,097,910 issued and outstanding shares entitled to vote at the meeting.
The Merger Agreement was adopted and approved, with the number of votes cast as follows:
| For: |
28,201,713 | |||
| Against: |
2,525 | |||
| Abstain: |
24,387 |
The number of shares voting “for” constituted approximately 74% of the total number of shares of outstanding common stock. There were approximately 4,924,642 broker non-votes received with respect to this item.
The vote on the election of directors was as follows:
| Authority Given | Authority Withheld | |||||||
| Steven D. Broidy |
28,137,579 | 91,046 | ||||||
| Louis M. Cosso |
28,140,257 | 88,368 | ||||||
| Alvin D. Kang |
28,072,708 | 155,917 | ||||||
| Jesun Paik |
28,127,478 | 101,147 | ||||||
| Hyon Man Park (John H. Park) |
28,140,317 | 88,308 | ||||||
| Ki Suh Park |
20,500,172 | 7,728,453 | ||||||
| Scott Yoon-suk Whang |
28,130,217 | 98,408 | ||||||
There were approximately 4,924,642 broker non-votes received with respect to this item.
The resolution approving the amendment and restatement of Section IV, of the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock, $0.001 par value per share, to one hundred fifty million (150,000,000) shares of common stock was approved by a majority of our outstanding shares of common stock, with the number of shares cast as follows:
| For: |
25,919,992 | |||
| Against: |
7,056,687 | |||
| Abstain: |
176,588 |
The number of shares voting “for” constituted approximately 68% of the total number of shares of outstanding common stock. There were no broker non-votes received with respect to this item.
The appointment of Crowe Horwath LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2011 was ratified, with the number of shares cast as follows:
| For: |
33,027,522 | |||
| Against: |
13,463 | |||
| Abstain: |
112,282 |
The number of shares voting “for” constituted approximately 86.7% of the total number of shares represented and voting at the meeting. There were no broker non-votes received with respect to this item.
The resolution approving, on an advisory and non-binding basis, the compensation paid to the Company’s Named Executive Officers set forth in the Summary Compensation Table of the Company’ Proxy Statement dated August 4, 2011 was approved, with the number of shares cast as follows:
| For: |
26,848,556 | |||
| Against: |
106,257 | |||
| Abstain: |
1,273,812 |
The number of shares voting “for” constituted approximately 70% of the total number of shares represented and voting at the meeting. There were no broker non-votes received with respect to this item.
The adjournment of the meeting if necessary or appropriate in the judgment of our board of directors to solicit additional proxies or votes in favor of the above proposals that are to be presented at the meeting was approved, with the number of shares cast as follows:
| For: |
31,499,274 | |||
| Against: |
1,540,040 | |||
| Abstain: |
113,9.53 |
The number of shares voting “for” constituted approximately 82.7% of the total number of shares represented and voting at the meeting. There were no broker non-votes received with respect to this item.
Item 8.01 Other Events.
On September 21, 2011 Nara Bancorp, Inc. and Center Financial Corporation issued a joint press release to announce the receipt of shareholder approval for the planned merger of the two companies.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| Exhibit 99.1 | Joint Press release issued by Nara Bancorp, Inc. and Center Financial Corporation dated September 21, 2011 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Nara Bancorp, Inc. | ||||
| Date: September 22, 2011 |
/s/ Alvin D. Kang | |||
| Alvin D. Kang | ||||
| President and Chief Executive Officer | ||||
Exhibit 99.1
Nara Bancorp and Center Financial Shareholders Approve
Planned Merger of Equals
LOS ANGELES, September 21, 2011 – Nara Bancorp, Inc. (NASDAQ: NARA) and Center Financial Corporation (NASDAQ: CLFC) today announced the receipt of shareholder approval for the planned merger of the two companies. The shareholders of Nara Bancorp and Center Financial approved the merger at each company’s respective annual meeting of shareholders held earlier today.
Approximately 74% of Nara Bancorp’s outstanding stock and over 99% of the total votes cast voted in favor of the merger. Approximately 77% of Center Financial Corporation’s outstanding stock and over 99% of the total votes cast voted in favor of the merger.
“We are very pleased with the overwhelming support that the merger agreement has received from the shareholders of both Nara and Center,” said Alvin D. Kang, President and Chief Executive Officer of Nara Bancorp and the future President and Chief Executive Officer of the combined company. “The larger scale, higher lending limits, and increased convenience that will result from this merger will enable us to serve our customers at a level that cannot be matched by other banks in the Korean-American market.”
The completion of the merger is subject to receipt of regulatory approval, as well as the satisfaction or waiver of other closing conditions. The companies expect to complete the merger during the fourth quarter of 2011.
In addition to approving the merger with Center Financial Corporation, Nara Bancorp shareholders also approved an amendment to the certificate of incorporation of Nara Bancorp to increase the authorized number of shares of common stock to 150,000,000 shares.
About the Nara Bancorp and Center Financial Merger of Equals
On December 9, 2010, Nara Bancorp and Center Financial announced the signing of a definitive agreement to merge, a transaction that will form the largest and strongest Korean-American bank in the United States. The combined company will be the only Korean-American bank with a national presence, with more than 40 branches in Southern California, Northern California, New York, New Jersey, Seattle and Chicago.
About Nara Bancorp
Nara Bancorp, Inc. is the parent company of Nara Bank, a full-service community bank headquartered in Los Angeles with $3.0 billion in assets as of June 30, 2011. Nara Bank operates 23 full-service branches in California, New York and New Jersey, and a loan production office in Texas. Founded in 1989 specifically to serve the needs of Korean-Americans, Nara Bank now serves a diverse group of customers mirroring its communities. Nara Bank specializes in core business banking products for small and medium-sized companies, with an emphasis in commercial real estate and business lending, SBA lending and international trade financing. Nara Bank is a member of the Federal Reserve System and its deposits are insured by the FDIC. Nara Bank is an Equal Opportunity Lender.
About Center Financial Corporation
Center Financial Corporation is the holding company of Center Bank, a community bank offering a full range of financial services for diverse ethnic and small business customers. Founded in 1986 and specializing in commercial and SBA loans and trade finance products, Center Bank has grown to be one of the nation’s leading financial institutions focusing on the Korean-American community, with total assets of $2.27 billion at June 30, 2011. Headquartered in Los Angeles, Center Bank operates a total of 21 full-service branches and two loan production offices. The company has 16 full-service branches located throughout Southern California and two branches in Northern California. Center Bank also operates two branches and one loan production office in the Seattle area, one branch in Chicago and a loan production office in Denver. Center Bank is a California state-chartered institution and its deposits are insured by the FDIC to the extent provided by law. For additional information on Center Bank, visit the company’s Web site at www.centerbank.com.
Forward-Looking Statements
This press release contains statements regarding the proposed transaction between Nara Bancorp and Center Financial, the expected timetable for completing the transaction, future financial and operating results, benefits and synergies of the proposed transaction and other statements about the future expectations, beliefs, goals, plans or prospects of the management of each of Nara Bancorp and Center Financial. These statements are based on current expectations, estimates, forecasts and projections and management assumptions about the future performance of each of Nara Bancorp and Center Financial and the combined company, as well as the businesses and markets in which they do and are expected to operate. These statements constitute forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Words such as “expects,” “believes,” “estimates,” “anticipates,” “targets,” “goals,” “projects,” “intends,” “plans, “seeks,” and variations of such words and similar expressions are intended to identify such forward-looking statements which are not statements of historical fact. These forward-looking statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to assess. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The closing of the proposed transaction is subject to regulatory approval, and other closing conditions. There is no assurance that such conditions will be met or that the proposed transaction will be consummated within expected time frame, or at all. If the transaction is consummated, factors that may cause actual outcomes to differ from what is expressed or forecasted in these forward-looking statements include, among things: difficulties and delays in integrating Nara Bancorp and Center Financial and achieving anticipated synergies, cost savings and other benefits from the transaction; higher than anticipated transaction costs; deposit attrition, operating costs, customer loss and business disruption following the merger, including difficulties in maintaining relationships with employees, may be greater than expected; required governmental approvals of the merger may not be obtained on its proposed terms and schedule, or without regulatory constraints that may limit growth; competitive pressures among depository and other financial institutions may increase significantly and have an effect on revenues; the strength of the United States economy in general, and of the local economies in which the combined company will operate, may be different than expected, which could result in, among other things, a deterioration in credit quality or a reduced demand for credit and have a negative effect on the combined company’s loan portfolio and allowance for loan losses; changes in the U.S. legal and regulatory framework; and adverse conditions in the stock market, the public debt market and other capital markets (including changes in interest rate conditions) which would negatively affect the combined company’s business and operating results.
For a more complete list and description of such risks and uncertainties, refer to Nara Bancorp’s Form 10-K for the year ended December 31, 2010, and Center Financial’s Form 10-K for the year ended December 31, 2010, as well as other filings made by Nara Bancorp and Center Financial with the SEC. Except as required under the U.S. federal securities laws and the rules and regulations of the SEC, Nara Bancorp and Center Financial disclaim any intention or obligation to update any forward-looking statements after the distribution of this press release, whether as a result of new information, future events, developments, changes in assumptions or otherwise.
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Contacts:
| For Nara Bancorp: | For Center Financial Corporation: | |
| Tony Rossi |
Angie Yang | |
| Investor Relations |
SVP, Investor Relations | |
| 310-478-2700 x13 |
213-251-2219 / 213-422-1390 | |
| trossi@finprofiles.com |
angiey@centerbank.com |
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